The Descendants, Win Win and The Artist score big in our annual look at the best in motion pictures

Is there any brand of 50-plus angst this funny, tragic film does not dissect? There’s love and loss, disappointment in others (and others’ disappointment in us), personal betrayal and the urge to reveal lifelong secrets — or keep them to ourselves, even when they’re clawing to get out. George Clooney gives the performance of his career as Matt, whom we find sitting mournfully at the bedside of his comatose wife — unaware his life is about to be shattered by a shocking revelation. Through it all, Matt is driven by one motivation: to do the right thing sans whining. Clooney and Payne share an uncanny knack for that wistful smile in the face of havoc — and for conveying the peace that comes from living, from seeing disasters come and go, and from knowing that, one way or another, this too shall pass. We Also Loved: The Artist, Extremely Loud and Incredibly Close, Midnight in Paris, War Horse and Win Win.

Everybody has two stories, says Close, explaining why she persevered for 30 years to film this story of a Victorian-era Irishwoman who spent her life posing as a male waiter. “There’s the story that people perceive outwardly,” she says, “and there’s our story, looking from the inside out.” The miracle of Close’s performance is how she ushers us behind Albert’s guarded expression so that we, too, experience her perpetual terror of being exposed … and share her secret passions. We Also Loved: Ellen Barkin, Another Happy Day; Helen Mirren, The Debt; Meryl Streep, The Iron Lady; and Tilda Swinton, We Need to Talk About Kevin.

Here’s the news from Kenya: Oliver Litondo, a longtime Kenyan TV newscaster who sometimes dabbles in acting, breaks your heart and sends it soaring in the true story of Kimani Maruge, an 84-year-old man who enrolled in a remote Kenyan elementary school so he could learn to read. From his tentative first moments at his small desk to his haunted eyes as he recalls his family’s murder, Litondo’s Maruge is a man who won’t give up on life, even when it has seemingly given up on him. We Also Loved: George Clooney, The Descendants; Mel Gibson, The Beaver; Gary Oldman, Tinker Tailor Soldier Spy; and Kevin Spacey, Margin Call.

A cancer-stricken father (Plummer) reveals to his son (Ewan McGregor) that he is gay. The story is told from the young man’s perspective. But it’s Plummer as the father — twinkly-eyed with delight at his newfound liberation — who gives Beginners its energy. We want to spend all evening with him, and we understand the profound sense of emptiness that engulfs the son’s heart when Dad is gone. We Also Loved: Jeremy Irons, Margin Call; Ben Kingsley, Hugo; Max von Sydow, Extremely Loud and Incredibly Close; and Christoph Waltz, Water for Elephants.

A troubled young boy ventures into the world of grownups to make sense of his father’s death on 9/11 — and learns that grownups are as clueless as he is. Daldry tells his story from two perspectives: that of a desperately confused, tender-aged innocent and that of life-weary adults who manage to see past their own sorrows to offer a child their gift of clear-eyed kindness and hard-won wisdom. We Also Loved: Woody Allen, Midnight in Paris; George Clooney, The Ides of March; Cameron Crowe, We Bought a Zoo; Terrence Malick, The Tree of Life; and Martin Scorsese, Hugo.

We’ve long suspected that Woody Allen would be happiest rubbing shoulders with Ernest Hemingway and Gertrude Stein in 1920s Paris. Sure enough, here he dispatches Owen Wilson as his proxy, and the result is Allen’s funniest and most imaginative film in nearly a decade. We Also Loved: Alexander Payne, The Descendants; Eric Roth, Extremely Loud and Incredibly Close; Roger Simon, A Better Life; and Steven Zaillian and Aaron Sorkin, Moneyball.

Does Kermit the Frog have an AARP card? (He’s 56, after all.) He makes a handsome leading “man,” and this charming comedy, jam-packed with more Muppets than you can shake a pig at, effects a jubilant juncture of those who grew up with the gang and a new audience just discovering them. We Also Loved: Dolphin Tale,
Harry Potter and the Deathly Hallows: Part 2, and Hugo.

As if the impending failure of his law practice isn’t enough, attorney Mike Flaherty (Paul Giamatti) also coaches a wretched high school wrestling team. Enter a new kid (Alex Shaffer), escaping an awful home life, who just happens to be an awesomely talented wrestler. The story of their budding relationship, where each finds the ingredients for success in the other, makes Win Win a winner for all ages. We Also Loved: The First Grader, Hugo, and The Music Never Stopped.

It was a sonically sensational year for Desplat, who also scored A Better Life, Carnage and Extremely Loud and Incredibly Close. For Terrence Malick’s big-budget art film, which explores nothing less than the meaning of life and the origin of the universe, Desplat’s haunting orchestral score — accompanying images of young love, family tragedies and interstellar explosions — soars, rumbles, sings and grumbles. We Also Loved: John Williams, War Horse. His majestic score bears his trademark swelling strings and fanfares, this time infused with cleverly applied folk tunes.

Set in the era when silent pictures gave way to sound, The Artist is positively Chaplinesque: It serves up slapstick, sentiment and a happy ending snatched from the jaws of tragedy. We dare you to name another comedy that so patiently builds its entire narrative toward a single last-second joke. We Also Loved: 50/50, Bridesmaids, Midnight in Paris, and Tower Heist.

When we first meet J. Edgar Hoover, Bolshevik terrorists are bombing U.S. cities. By film’s end, Richard Nixon is beginning his presidency. In between, Eastwood and company starkly portray not only how the world changes in the span of a lifetime, but how a single life can define those changes. We Also Loved: The Help, The Iron Lady and Midnight in Paris.

“Okay, we’re half-breeds,” the Arab-French woman tells her French-Greek-Jewish lover. “We should go forth and multiply. The day there’s nothing but half-breeds, there’ll be peace.” Writer-director Michel Leclerc’s tale of unlikely love between a 50-something conservative man and a young liberal woman does not merely address the bridging of generational and cultural divides; it also envisions the likely future face of Europe — and, possibly, the world. We Also Loved: 80 Days, In Darkness, Queen to Playand The Skin I Live In.

When Press told the 82-year-old Cunningham he’d make the perfect subject for a documentary, Press recalls, “Bill thought it was the most ridiculous idea imaginable.” Thank goodness Press prevailed — this portrait of a genius, living alone in a cluttered Manhattan apartment and photographing street fashions for The New York Times from his bicycle, is a tribute not only to a man but to individualists of every age. We Also Loved: Hot Coffee, The Interrupters, Project Nim and Undefeated.

He gunned us down in Goodfellas and led us through corridors of madness in Shutter Island. But nothing prepared us for the marvels of Hugo, the director’s magical fantasy about an orphan who lives in the walls of a 1930s-era Paris train station. Seldom has a child’s-eye view of life’s wonders and worries been so lushly, lovingly rendered. Scorsese’s first-time use of 3-D technology transforms the screen into the most spectacular pop-up book you’ve ever seen.

They toddle about the quiet house after dark, playfully jabbing each other’s hot buttons, recalling fond memories, fretting about the future. As Margaret Thatcher and her husband, Denis, Streep and Broadbent embody our hopes for old love: comfortable, affectionate, and undying—even beyond death. We Also Loved: Emily Watson and Peter Mullan, War Horse; Jodie Foster and Mel Gibson, The Beaver; and Leonardo DiCaprio and Armie Hammer, J. Edgar.

The story of a black maid in 1960s Mississippi and her unlikely friendship with a privileged young white woman was the overwhelming selection in an online poll of AARP the Magazine readers. Depicting an era that lives in the memory of all but the youngest boomers, The Help reminds us all of how far America has progressed in the past half-century … and of the brave, nameless millions who helped bring change about.